Indemnified Directors definition

Indemnified Directors shall have the meaning set forth in Section 6.7(b).
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Indemnified Directors means Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, and Xxx Xxxxxx.
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Examples of Indemnified Directors in a sentence

  • This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Directors and Officers and their respective heirs and legal representatives.

  • Notwithstanding anything herein to the contrary, none of Purchaser, the Company and the Company Subsidiaries shall bear or be liable for Taxes of any of the Indemnified Directors and Officers.

  • The benefits of this Section shall inure only to Indemnified Directors as defined in subdivision (a) of this Section 3 and shall not enlarge or diminish the rights of any other party.

  • Any dispute with respect to representation of multiple Indemnified Directors by a single counsel or the amount of litigation expenses or the reasonableness of attorneys' fees shall be resolved by the court upon motion or by way of a special proceeding.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Indemnified Parties, the Indemnified Directors and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

  • Reasonable attorneys' fees and litigation expenses shall be paid by the Corporation to such private counsel from time to time during the pendency of the civil action or proceeding with the approval of a majority of the Indemnified Directors of the Corporation eligible to vote thereon.

  • Patient Waiting/Reception Conclusions The goals of the Vision Center and Division of Pediatric Ophthalmology are to meet the research and clinical vision embodied by CHMCA and SUMMA educational systems.We hope to create an environment where clinicians, scientists and students, using the latest technology, will provide the most sophisticated diagnostic capabilities, expert medical and surgical treatments of pediatric eye disease and ocular motility disorders in adults.

  • The provisions of this Section 8.2(b) shall survive the Closing Date and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Directors and Officers and their respective heirs and assigns.

  • Buyer shall cause the Company to advance Costs to Indemnified Directors and Officers as incurred to the fullest extent permitted under applicable Legal Requirements, provided that the Person to whom Costs are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

  • This Section 3 is intended to confer upon Indemnified Directors of the Corporation all of the benefits of Section 18 of the Public Directors Law and to impose upon the Corporation liability for costs incurred under the provisions hereof and thereof.

Related to Indemnified Directors

  • Indemnified Person has the meaning set forth in Section 11.3.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Investor Directors has the meaning set forth in Section 2(a).

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

  • Directors means the directors for the time being of the Company.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.